Proxy Season results for James McRitchie so far in spring 2026 look remarkably similar to our strong 2025 season. Last year, we filed 20 proposals directly, losing five and winning fifteen, mostly through agreements. This year, based on results to date, we again show 15 wins, with 4 losses and 1 withdrawal after discovering my database was wrong, and the company had already enacted proxy access.
That is not a bad record in a season when the SEC has largely stepped away from its traditional no-action role and when companies have been encouraged to make their own judgments about excluding shareholder proposals.
CorpGov.net 2026 Spring Proxy Season in Song – and Music for a Democratic Corporate Governance
In 2025, we won 15 of 20 proposals. Many wins came not from high votes but from agreements. Those agreements often required more deliberation, negotiation, and cooperation than simply winning a vote. Some votes looked impressive but could face implementation barriers, such as supermajority requirements.
The 2026 season continues that pattern. Several proposals went to a vote and received strong support:
Other proposals were resolved through agreements, often involving the adoption of “right to cure” protections or related governance reforms.
As in 2025, the most important victories may not be the highest votes. The most durable progress often came through engagement: companies agreed to improve bylaws, policies, or shareholder rights without forcing a vote.
The 2026 results include:
The losses were concentrated in proposals that either received support sufficient for resubmission next year or were excluded:
The withdrawal involved Axon Enterprise, where I discovered the company already had proxy access. I withdrew rather than pursue a proposal based on incorrect information.
Like last year, I often submitted on one governance topic but reached agreement on another: right to cure.
That may sound unusual, but it reflects how engagement actually works. Once a company and proponent are talking, both sides may identify a practical reform that is more immediately useful, less controversial, and still advances shareholder rights.
Right to cure provisions are simple but important. They help prevent shareholders from being disqualified from nominating directors because of minor, correctable defects in paperwork. Shareholders should receive prompt notice of defects and a reasonable opportunity to correct them before their nominees are excluded. The result is less litigation, an advantage for both parties.
This year, agreements involving the right to cure or similar reforms were reached at companies including:
At United Therapeutics, the agreement went further, addressing both the right to cure and the end of supermajority requirements. That is the kind of practical governance progress that rarely makes headlines but can matter for years.
The 2026 season again confirms a lesson from prior years: corporate governance is key.
Environmental and social proposals remain important, and I continue to support them where appropriate. But governance reforms often provide the foundation for everything else. If shareholders can hold directors accountable, elect better directors, nominate candidates fairly, and remove structural barriers to majority will, boards are more likely to take sustainability, human capital, political spending, and long-term value seriously.
In 2026, governance proposals again produced the strongest results. Declassifying boards, the right to remove directors “without cause” (meaning they didn’t commit a crime in office), proxy access (with higher group limits), right to cure, adopting a majority vote standard for the election of unopposed directors, and supermajority reforms all point in the same direction: making corporate elections more meaningful.
The 2026 season is especially important because the SEC’s no-action process has changed dramatically. Companies are now more likely to decide for themselves whether to exclude proposals. That increases uncertainty for proponents and shareholders.
The lesson is clear: shareholder proponents must be even more careful. Proposals should be financially grounded, company-specific, and framed around investor rights, board accountability, and long-term value. Engagement records matter. So do coalitions and prior voting results.
At the same time, companies should not treat the SEC’s retreat as a license to ignore shareholders. Excluding proposals without real analysis shifts responsibility from the SEC staff to the company itself. If a company excludes a proposal, investors should ask whether the board is genuinely protecting shareholders or simply avoiding accountability.
CorpGov.net’s 2026 season so far shows that shareholder proposals remain effective, even in a more difficult environment. We are seeing strong votes, practical agreements, and continued progress on shareholder rights.
The record also reinforces the central lesson of our 2025 report: winning by agreement can be as important as winning by vote. Sometimes it is more important. For example, I can usually “win” more than 50% on a proposal to declassify the board, as I did this year at Palo Alto Networks and Zscaler (and a couple of times at Tesla), but getting through supermajority requirements often makes it nearly impossible to win adoption.
Corporate governance is not an abstraction. It determines whether shareholders can nominate directors, hold boards accountable, remove barriers to majority rule, and ensure companies are run for long-term value rather than managerial insulation.
To ensure a harmonious society and a salubrious environment, we need to democratize corporations. That starts with giving shareholders a fair chance to be heard.
This year, my primary goal was to encourage others to begin filing select proposals.
I provided downloadable lists of companies where such proposals can be filed — thousands of them. Only a few nibbles so far. It doesn’t help that SEC Chairman Atkins frequently criticizes how a tiny group of activist investors dominates corporate ballots. He noted that a single proponent was responsible for roughly 41% of all shareholder proposals voted on during a recent proxy season. Yes, that’s my friend John Chevedden, who has won the vote on more proposals than anyone in history.
As I mentioned in January, my true academic fascination was in the sociology of knowledge.
Scientists have long known that such organizations would generate more wealth by adopting more democratic structures. For example, back in the 1970s, a panel of experts reviewed the extensive findings of 57 field experiments in job satisfaction and productivity for the National Science Foundation (NSF) and concluded:
Human involvement at the workplace in all facets of the work is a prerequisite for the enhancement of quality of life as well as performance and satisfaction…. The organizational policy, therefore, should work towards enhancing such aspects of work which encourage people’s ownership of the workplace as well as the work itself, collaborative efforts among coworkers, and decision-making processes based on participatory models.
The usual justification for autocratic workplace structures and corporate governance is supposed efficiency. Yet empirical research shows that greater rank‑and‑file responsibility, participation, and autonomy are associated with higher involvement and productivity. The authors of that NSF study concluded that most decision‑making structures “are designed around status needs related to dominance and control over others,” creating “a widespread dynamic over time which shapes the organization to move the locus of control upward.”
In other words, corporate governance structures are often built to satisfy needs for status and dominance. They systematically limit workers’ control over their jobs and underutilize their capacities, even though broader participation tends to increase wealth creation. Suresh Srivastava and the co-authors of that NSF study, as well as many subsequent studies, concluded that we would all benefit from redesigning organizations, including corporations. Decision‑making should be pushed to the lowest practical level, “taking advantage of all the brains” in the organization. Ownership, access to information, and participatory decision-making processes for both employees and external shareholders should be fully and widely embedded.
As of last week, I have begun filing proposals requesting that boards prepare a report evaluating the feasibility, costs, and benefits of a potential extraordinary transaction in which a broad-based employee ownership vehicle, such as an employee stock ownership plan or employee ownership trust, would acquire meaningful but non-controlling ownership.
If I can get enough companies to move beyond studies to actual implementation, I hope to create an investment vehicle, such as an ETF or mutual fund, to invest in them. NCEO created the Employee Ownership Index, an index of publicly traded companies with broad-based employee ownership that had won major awards for high engagement. Although now defunct, the index beat the S&P 500 for years. The Stout ESOP Index, which invested in private ESOP companies, also outperformed the S&P 500 index.
I will concentrate my efforts on public companies because they are more transparent and have a larger impact. For example, even though ESOPs in private companies have more participants, public company ESOPs hold 80% of the value. Just like my mission to encourage others to file shareholder proposals, getting others to help convince public companies to increase employee ownership and engagement, and to disclose meaningful metrics on those efforts, will be challenging but worth the effort.
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